Continuing obligations—transactions by a person discharging managerial responsibilities (Market Abuse Regulation and DTR 3)
Continuing obligations—transactions by a person discharging managerial responsibilities (Market Abuse Regulation and DTR 3)

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Continuing obligations—transactions by a person discharging managerial responsibilities (Market Abuse Regulation and DTR 3)
  • Regulation of notification obligation
  • Notification obligations of a PDMR and persons closely associated with them
  • Prohibition on certain dealings by PDMRs
  • Exemptions to the prohibition on dealings in closed periods
  • Penalties and enforcement under the Market Abuse Regulation
  • Identifying a PDMR
  • Issuer disclosures
  • ESMA consultation on the Market Abuse Regulation, October 2019
  • Breaches of Article 19 of the Market Abuse Regulation

This Practice Note focuses on the disclosures required in respect of transactions by a person discharging managerial responsibility (PDMR) and persons closely associated with them as set out in Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation) as well as looking at the guidance from the Financial Conduct Authority (FCA) set out in Chapter 3 of the Disclosure Guidance and Transparency Rules (DTR) and from AIM Regulation.

Brexit impact

The operation of the UK listing and prospectus regime may be affected by Brexit. For further details, see Practice Note: Brexit—UK listing and prospectus regime.

Regulation of notification obligation

Article 19 of the Market Abuse Regulation sets out the requirements regarding the disclosures to be made by:

  1. a PDMR of an issuer

  2. a person closely associated with a PDMR, and/or

  3. an issuer, ie a legal entity governed by private or public law, which issues or proposes to issue financial instruments (and in the case of depositary receipts representing financial instruments, the issuer being the issuer of the financial instruments represented)

when a PDMR of an issuer (or a person closely associated with them) conducts a transaction on their own account in shares (or debt instruments) of such issuer (or to derivatives or other financial instruments linked to such shares or debt instruments).

DTR 3 provides guidance from the FCA on certain of